Beyond Boone, Llc – Appalachian State University Project) Series 2019
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New Issue – Book-Entry-Only Rating: Moody’s “A2” (Insured) Moody’s “Baa3” (Underlying) S&P: “AA” (Insured) S&P: “BBB-” (Underlying) (See “RATINGS” herein) In the opinion of McGuireWoods LLP, Bond Counsel, based on existing law and assuming compliance with the provisions of the Internal Revenue Code of 1986, as amended, as described herein, interest on the 2019A Bonds is excludable from gross income of the owners of the 2019A Bonds for federal income tax purposes and is not a specific item of tax preference for purposes of the federal alternative minimum tax. Interest on the Series 2019B Bonds will be included in gross income for federal income tax purposes. See “TAX MATTERS” herein. $61,685,000 PUBLIC FINANCE AUTHORITY STUDENT HOUSING REVENUE BONDS (BEYOND BOONE, LLC – APPALACHIAN STATE UNIVERSITY PROJECT) SERIES 2019 consisting of: $60,760,000 $925,000 Series 2019A Taxable Series 2019B The Public Finance Authority (the “Authority”) is issuing (i) $60,760,000 aggregate principal amount of its Student Housing Revenue Bonds (Beyond Boone, LLC – Appalachian State University Project), Series 2019A (the “Series 2019A Bonds”) and (ii) $925,000 aggregate principal amount of its Taxable Student Housing Revenue Bonds (Beyond Boone, LLC – Appalachian State University Project), Series 2019B (the “Series 2019B Bonds” and collectively with the Series 2019A Bonds, the “Series 2019 Bonds”). The Series 2019 Bonds are being issued pursuant to a Trust Indenture dated as of February 1, 2019 (the “Indenture”) between the Authority and Wilmington Trust, National Association, as trustee (the “Trustee”). The Authority will lend the proceeds of the Series 2019 Bonds to Beyond Boone, LLC (the “Borrower”) a Delaware limited liability company, pursuant to a Loan Agreement dated as of February 1, 2019 (the “Loan Agreement”) between the Authority and the Borrower for the purpose of providing funds (i) to finance the cost of acquiring, constructing, furnishing, equipping an approximately 590-bed student housing facility (“Building 100”), a structured parking garage with approximately 477 spaces (the “Parking Facility”), associated site development and off-site infrastructure improvements including, but not limited to, grading, street and sidewalk improvements and utility infrastructure (collectively, the “Offsite Improvements,” and together with Building 100 and the Parking Facility, the “Series 2019 Project”) to be located on that portion of the campus of Appalachian State University (the “University”) that has been designated as a “Millennial Campus” pursuant to Article 21B of Chapter 116 of the General Statutes of North Carolina, as amended (the “Millennial Campus”) in the Town of Boone, North Carolina (the “Project Jurisdiction”), (ii) to fund capitalized interest on the Series 2019 Bonds during construction of the Series 2019 Project and for a period of six months thereafter, (iii) to fund the Debt Service Reserve Fund for the Series 2019 Bonds, (iv) to pay the premium for the Series 2019 Bond Insurance Policy and the premium for the Series 2019A Reserve Policy (each as hereinafter defined), and (v) to pay the costs of issuing the 2019 Bonds. The Series 2019 Project will be owned and operated by the Borrower whose sole member is Beyond Owners Group, Inc. (“Beyond Owners Group”), a Pennsylvania non-profit corporation and an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). The Series 2019 Bonds will be payable solely, except to the extent paid out of moneys attributable to proceeds of the Series 2019 Bonds and from temporary investments thereof, from a pledge by the Authority of moneys derived from the Loan Agreement between the Authority and the Borrower, and from property pledged by the Borrower under the Leasehold Deed of Trust, the Security Agreement, and the Assignment of Contracts, all as defined and described herein. See“SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2019 BONDS” herein. The Series 2019 Bonds will be issuable as fully registered bonds without coupons in the denominations of $5,000 and any multiple thereof. The Series 2019 Bonds will bear interest from the date of issuance and delivery thereof, payable semiannually on each January 1 and July 1, commencing July 1, 2019 (each, an “Interest Payment Date”). Principal and interest payments on the Series 2019 Bonds will be made by Wilmington Trust, National Association, as Trustee, to the registered owners of the Series 2019 Bonds as of the close of business on the fifteenth (15th) day (whether or not a business day) of the month immediately preceding each Interest Payment Date. The Series 2019 Bonds will be subject to prior mandatory, optional, and extraordinary redemption as described herein. See “THE SERIES 2019 BONDS” herein. The Series 2019 Bonds will be issued as fully registered bonds and when issued will be initially registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Series 2019 Bonds and purchasers of the Series 2019 Bonds will not receive certificates evidencing their ownership interests therein. So long as Cede & Co. is the registered owner of the Series 2019 Bonds as nominee of DTC, references herein to the Owners of the Series 2019 Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Series 2019 Bonds. So long as Cede & Co. is the registered owner of the Series 2019 Bonds, the payments of principal and redemption price of, and premium, if any, and interest (collectively, the “Debt Service Payments”) on the Series 2019 Bonds will be made to Cede & Co., as nominee for DTC, which will in turn remit such Debt Service Payments to the Direct Participants and Indirect Participants for subsequent disbursement to the beneficial owners. See“BOOK ENTRY SYSTEM” in Appendix “E.” See “CERTAIN BONDHOLDERS’ RISKS” herein for a discussion of certain risk factors that should be considered in connection with an investment in the Series 2019 Bonds. Each prospective purchaser should consider the risks involved to determine the suitability of investing in the Series 2019 Bonds. The scheduled payment of principal of and interest on the Series 2019 Bonds when due will be guaranteed under a bond insurance policy to be issued concurrently with the delivery of the Series 2019 Bonds by Assured Guaranty Municipal Corp. THE SERIES 2019 BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE TRUST ESTATE AND, EXCEPT FROM SUCH SOURCE, NONE OF THE AUTHORITY, ANY MEMBER, ANY SPONSOR, ANY AUTHORITY INDEMNIFIED PERSON (EACH AS DEFINED IN THE INDENTURE), THE STATE OF WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THE SERIES 2019 BONDS IS OBLIGATED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST THEREON OR ANY COSTS INCIDENTAL THERETO. THE SERIES 2019 BONDS ARE NOT A DEBT OF THE STATE OF WISCONSIN OR ANY MEMBER AND DO NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE, IN ANY MANNER, ANY MEMBER, THE STATE OF WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THE SERIES 2019 BONDS TO LEVY ANY TAX OR TO MAKE ANY APPROPRIATION FOR PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2019 BONDS OR ANY COSTS INCIDENTAL THERETO. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF ANY MEMBER, THE STATE OF WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THE SERIES 2019 BONDS, NOR THE FAITH AND CREDIT OF THE AUTHORITY, ANY SPONSOR OR ANY AUTHORITY INDEMNIFIED PERSON, WILL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON, THE SERIES 2019 BONDS OR ANY COSTS INCIDENTAL THERETO. THE AUTHORITY HAS NO TAXING POWER. The Series 2019 Bonds are offered when, as, and if issued by the Authority and received by the Underwriter and are subject to prior sale and the approval of legality by McGuireWoods LLP, Raleigh, North Carolina, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Authority by von Briesen & Roper, s.c., Milwaukee, Wisconsin; for the Borrower and Beyond Owners Group by MacElree Harvey, Ltd, West Chester, Pennsylvania and Johnston, Allison & Hord, PA, Charlotte, North Carolina; for the University by Bryant Miller Olive P.A., Orlando, Florida; and for the Underwriter by Parker Poe Adams & Bernstein LLP, Charlotte, North Carolina. First Tryon Advisors, Charlotte, North Carolina, is serving as financial advisor to the University in connection with the execution and delivery of the Series 2019 Bonds. Delivery of the Series 2019 Bonds to DTC in New York, New York is expected on or February 14, 2019. Dated: February 7, 2019 $61,685,000 PUBLIC FINANCE AUTHORITY STUDENT HOUSING REVENUE BONDS (BEYOND BOONE, LLC – APPALACHIAN STATE UNIVERSITY PROJECT) SERIES 2019 CONSISTING OF: $60,760,000 $925,000 SERIES 2019A TAXABLE SERIES 2019B Dated: Date of Delivery Due: As shown below The Series 2019 Bonds will be issuable in fully registered form without coupons in minimum denominations of $5,000 and any multiple of $5,000 in excess thereof. Interest on the Series 2019 Bonds will be payable on each January 1 and July 1, commencing July 1, 2019. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS SERIES 2019A BONDS $12,225,000 SERIAL BONDS DUE PRINCIPAL INTEREST DUE PRINCIPAL INTEREST JULY 1 AMOUNT RATE